valero energy Quarterly and Other SEC Reports 2004 3rd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended September 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from to ______________________________

Commission file number 1-13175

VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 74-1828067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Valero Way
San Antonio, Texas
(Address of principal executive offices)
78249
(Zip Code)

(210) 345-2000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No__

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes X No __

The number of shares of the registrant’s only class of common stock, $0.01 par value, outstanding as of October 29,
2004 was 256,637,559.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003 ............... 3

Consolidated Statements of Income for the Three and Nine Months
Ended September 30, 2004 and 2003................................................................................ 4

Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2004 and 2003................................................................................ 5

Consolidated Statements of Comprehensive Income for the
Three and Nine Months Ended September 30, 2004 and 2003......................................... 6

Condensed Notes to Consolidated Financial Statements ..................................................... 7

Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations ........................................................................................................... 23

Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................... 43

Item 4. Controls and Procedures............................................................................................. 47

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................... 48

Item 4. Submission of Matters to a Vote of Security Holders ................................................ 49

Item 6. Exhibits....................................................................................................................... 49

51
SIGNATURE.............................................................................................................................

2

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS
(Millions of Dollars, Except Par Value)

September 30, December 31,
2004 2003
(Unaudited)
ASSETS
Current assets:
Cash and temporary cash investments .......................................................................... $ 680.8 $ 369.2
Restricted cash .............................................................................................................. 24.8 43.7
Receivables, net ............................................................................................................ 2,138.2 1,327.7
Inventories .................................................................................................................... 2,737.0 1,913.1
Deferred income taxes .................................................................................................. 130.9 118.7
Prepaid expenses and other........................................................................................... 49.8 44.9
Total current assets ................................................................................................... 5,761.5 3,817.3

Property, plant and equipment, at cost .............................................................................. 11,770.4 9,748.1
Accumulated depreciation ................................................................................................ (1,867.0) (1,553.0)
Property, plant and equipment, net ............................................................................... 9,903.4 8,195.1

Intangible assets, net ......................................................................................................... 305.9 320.2
Goodwill ........................................................................................................................... 2,428.1 2,401.7
Investment in Valero L.P. ................................................................................................. 264.2 264.5
Deferred charges and other assets, net .............................................................................. 774.4 665.4
Total assets................................................................................................................ $ 19,437.5 $ 15,664.2

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations ................................... $ 412.8 $ -
Accounts payable.......................................................................................................... 3,364.8 2,288.2
Accrued expenses ......................................................................................................... 825.2 355.6
Taxes other than income taxes ...................................................................................... 350.2 364.8
Income taxes payable.................................................................................................... 75.0 55.7
Total current liabilities.............................................................................................. 5,028.0 3,064.3

Long-term debt, less current portion................................................................................. 4,164.2 4,239.1
Capital lease obligations, less current portion................................................................... 8.1 6.0
Deferred income tax liabilities.......................................................................................... 1,932.6 1,604.6
Other long-term liabilities................................................................................................. 1,082.4 1,015.0
Commitments and contingencies (Note 15)

Stockholders’ equity:
Preferred stock, $0.01 par value; 20,000,000 shares authorized;
10,000,000 shares issued........................................................................................... 206.2 200.5
Common stock, $0.01 par value; 600,000,000 shares authorized;
261,188,614 and 242,309,808 shares issued ............................................................. 2.6 2.4
Additional paid-in capital ............................................................................................. 4,360.6 3,921.4
Treasury stock, at cost; 5,134,996 and 1,776,934 shares .............................................. (159.4) (41.4)
Retained earnings.......................................................................................................... 2,734.8 1,482.7
Accumulated other comprehensive income .................................................................. 77.4 169.6
Total stockholders’ equity......................................................................................... 7,222.2 5,735.2
Total liabilities and stockholders’ equity .................................................................. $ 19,437.5 $ 15,664.2

See Condensed Notes to Consolidated Financial Statements.

3

CONSOLIDATED STATEMENTS OF INCOME
(Millions of Dollars, Except per Share Amounts)
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003

Operating revenues ....................................................... $ 14,339.3 $ 9,922.3 $ 39,228.4 $ 28,459.2

Costs and expenses:
Cost of sales............................................................... 12,683.4 8,749.9 34,260.3 25,163.5
Refining operating expenses...................................... 528.8 437.5 1,552.7 1,202.4
Retail selling expenses............................................... 176.8 176.0 518.6 518.9
General and administrative expenses......................... 87.1 76.3 262.8 222.5
Depreciation and amortization expense..................... 163.7 125.2 463.7 362.0
Total costs and expenses ........................................ 13,639.8 9,564.9 37,058.1 27,469.3

Operating income.......................................................... 699.5 357.4 2,170.3 989.9
Equity in earnings of Valero L.P. ................................. 9.6 9.7 29.0 20.4
Other income (expense), net ......................................... 7.3 (0.3) 4.4 (5.9)
Interest and debt expense:
Incurred...................................................................... (73.7) (70.2) (222.6) (217.7)
Capitalized ................................................................. 10.2 7.1 27.0 16.3
Minority interest in net income of Valero L.P. ............. - - - (2.4)
Distributions on preferred securities of
subsidiary trusts ......................................................... - (1.8) - (16.8)
Income before income tax expense............................... 652.9 301.9 2,008.1 783.8
Income tax expense....................................................... 218.4 110.8 692.8 293.9

Net income .................................................................... 434.5 191.1 1,315.3 489.9
Preferred stock dividends.............................................. 3.2 1.3 9.4 1.3

Net income applicable to common stock ...................... $ 431.3 $ 189.8 $ 1,305.9 $ 488.6

Earnings per common share.......................................... $ 1.69 $ 0.81 $ 5.13 $ 2.16
Weighted-average common shares outstanding
(in millions) ............................................................ 255.7 233.8 254.7 226.0

Earnings per common share – assuming dilution ......... $ 1.57 $ 0.75 $ 4.78 $ 2.05
Weighted-average common equivalent shares
outstanding (in millions) ........................................ 276.3 255.2 275.4 239.0

Dividends per common share........................................ $ 0.075 $ 0.05 $ 0.21 $ 0.15


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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)

Nine Months Ended September 30,
2004 2003
Cash flows from operating activities:
Net income.................................................................................................................. $ 1,315.3 $ 489.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense............................................................... 463.7 362.0
Distributions in excess of (less than) equity in earnings of Valero L.P............... 0.2 (3.7)
Minority interest in net income of Valero L.P..................................................... - 2.4
Noncash interest expense and other income, net ................................................. 7.1 12.1
Deferred income tax expense .............................................................................. 335.6 225.7
Changes in current assets and current liabilities.................................................. (141.2) 192.8
Changes in deferred charges and credits and other, net....................................... (101.3) (128.5)
Net cash provided by operating activities ........................................................ 1,879.4 1,152.7

Cash flows from investing activities:
Capital expenditures................................................................................................ (820.7) (571.8)
Deferred turnaround and catalyst costs ................................................................... (180.2) (94.2)
Buyout of assets under structured lease arrangements ............................................ (567.1) (238.3)
Aruba Acquisition, net of cash acquired ................................................................. (548.4) -
St. Charles Acquisition ........................................................................................... - (308.0)
Proceeds from contribution and sale of assets to Valero L.P. ................................. - 379.9
Contingent payments in connection with acquisitions ............................................ (53.4) (35.0)
Investment in Cameron Highway Oil Pipeline Project ........................................... (4.9) (104.5)
Proceeds from dispositions of property, plant and equipment
and certain home heating oil operations .............................................................. 58.2 63.3
Minor acquisitions and other investing activities, net............................................. 0.3 (14.1)
Net cash used in investing activities ................................................................ (2,116.2) (922.7)

Cash flows from financing activities:
Decrease in short-term debt, net.............................................................................. - (153.0)
Repayment of capital lease obligations................................................................... (0.6) (289.3)
Long-term debt borrowings, net of issuance costs .................................................. 3,781.6 3,256.9
Long-term debt repayments .................................................................................... (3,449.0) (3,068.6)
Proceeds from cash settlement of PEPS Unit purchase contracts ........................... - 13.6
Redemption of company-obligated preferred securities of subsidiary trust............ - (200.0)
Proceeds from the issuance of common units by Valero L.P.,
net of issuance costs ............................................................................................ - 200.3
Cash distributions to minority interest in Valero L.P.............................................. - (3.6)
Proceeds from the sale of common stock, net of issuance costs ............................. 405.8 250.2
Issuance of common stock in connection with employee benefit plans.................. 111.5 61.6
Common stock dividends........................................................................................ (53.8) (33.7)
Preferred stock dividends........................................................................................ (3.8) (1.3)
Purchase of treasury stock....................................................................................... (245.2) (24.2)
Net cash provided by financing activities ........................................................ 546.5 8.9
Valero L.P.’s cash balance as of the date (March 18, 2003) that Valero
ceased consolidation of Valero L.P......................................................................... - (336.1)
Effect of foreign exchange rate changes on cash........................................................ 1.9 27.9
311.6 (69.3)
Net increase (decrease) in cash and temporary cash investments ........................
369.2 378.9
Cash and temporary cash investments at beginning of period .............................
$ 680.8 $ 309.6
Cash and temporary cash investments at end of period........................................

5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of Dollars)
(Unaudited)

2004 2003 2004 2003

Net income ..................................................................... $ 434.5 $ 191.1 $ 1,315.3 $ 489.9

Other comprehensive income (loss):
Foreign currency translation adjustment..................... 71.4 (0.1) 41.7 123.8

Net gain (loss) on derivative instruments
designated and qualifying as cash flow hedges:
Net gain (loss) arising during the period,
net of income tax (expense) benefit of
$32.5, $(5.0), $81.2 and $(13.7)........................... (60.4) 9.3 (150.8) 25.5
Net (gain) loss reclassified into income,
net of income tax expense (benefit) of
$(20.9), $6.8, $(9.1) and $8.0............................... 38.7 (12.7) 16.9 (14.9)
Net gain (loss) on cash flow hedges.................. (21.7) (3.4) (133.9) 10.6

Other comprehensive income (loss) ........................ 49.7 (3.5) (92.2) 134.4

Comprehensive income.................................................. $ 484.2 $ 187.6 $ 1,223.1 $ 624.3


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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION AND SIGNIFICANT
ACCOUNTING POLICIES

As used in this report, the term Valero may refer to Valero Energy Corporation, one or more of its
consolidated subsidiaries, or all of them taken as a whole.

These unaudited consolidated financial statements include the accounts of Valero and subsidiaries in
which it has a controlling interest. Intercompany balances and transactions have been eliminated in
consolidation. Investments in 50% or less owned entities are accounted for using the equity method of
accounting.

These unaudited consolidated financial statements have been prepared in accordance with United States
generally accepted accounting principles (GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and notes required by GAAP for complete
consolidated financial statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All such adjustments are of a normal recurring nature unless
disclosed otherwise. Financial information for the three and nine months ended September 30, 2004 and
2003 included in the Condensed Notes to Consolidated Financial Statements is derived from Valero’s
unaudited consolidated financial statements. Operating results for the three and nine months ended
September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2004.

The consolidated balance sheet as of December 31, 2003 has been derived from the audited financial
statements as of that date. For further information, refer to the consolidated financial statements and
notes thereto included in Valero’s Annual Report on Form 10-K for the year ended December 31, 2003.

Share and per share data (except par value) presented for all periods reflect the effect of a two-for-
one stock split, which was effected in the form of a common stock dividend distributed on
October 7, 2004, as discussed in Note 8 under “Common Stock Split.”

Certain previously reported amounts have been reclassified to conform to the 2004 presentation.

2. ACCOUNTING PRONOUNCEMENTS

FASB Staff Position 106-2
In May 2004, the Financial Accounting Standards Board (FASB) issued Staff Position No. FAS 106-2,
“Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003,” which provides guidance on accounting for the effects of the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 (the Act) for sponsors of postretirement
health care plans. Staff Position No. FAS 106-2 is effective for interim or annual financial statements for
periods beginning after June 15, 2004, and supersedes the guidance of Staff Position No. FAS 106-1 on
the same subject, which allowed employers to defer accounting for the effects of the Act, including the
effect of a federal subsidy provided for in the Act. For sponsors of postretirement health care plans that
provide prescription drug benefits, Staff Position No. FAS 106-2 requires the sponsor to determine
whether those benefits are actuarially equivalent to the Medicare prescription drug benefit, and, if so, to
remeasure the postretirement benefit obligation, and the effect of such remeasurement on the net periodic

7

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

postretirement benefit cost, on a retroactive or prospective basis at the election of the sponsor. Valero has
concluded that the enactment of the Act does not constitute a significant event under FASB Statement
No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” and therefore, in
lieu of remeasuring plan obligations at the beginning of the third quarter, the effects of the Act will be
incorporated into the next regular measurement of plan obligations as of December 31, 2004.

3. ACQUISITIONS

Aruba Acquisition
On March 5, 2004, Valero completed the purchase of El Paso Corporation’s refinery located on the island
of Aruba in the Caribbean Sea (Aruba Refinery), and related marine, bunkering and marketing operations
(collectively, Aruba Acquisition). The purchase price for the Aruba Acquisition was $465 million plus
approximately $177 million for working capital, subject to final adjustment as set out in the purchase
agreement. The working capital amount includes a preliminary post-closing adjustment and excludes
amounts related to certain refined product inventories owned by a third-party marketing firm under an
agreement in existence on the date of acquisition, pursuant to which Valero paid $67.8 million upon
termination of the agreement on May 4, 2004. The Aruba Acquisition was funded with $200 million in
existing cash, approximately $36 million in borrowings under Valero’s existing bank credit facilities and
approximately $406 million in net proceeds from the sale of 15.6 million shares of Valero common stock
through a public offering discussed in Note 8 under “Common Stock Offering.” The additional amount
paid to the third-party marketing firm described above was funded through borrowings under Valero’s
existing bank credit facilities. The results of the Aruba Refinery’s operations are non-taxable in Aruba
through December 31, 2010.

Valero’s management believes that the acquisition of the Aruba Refinery strengthens Valero’s geographic
and product diversification and will ensure a more secure supply of intermediate feedstocks and
blendstocks to certain of its other refineries. Valero’s management also believes that the Aruba
Acquisition increases Valero’s potential ability to take advantage of positive heavy sour crude oil
fundamentals.

The purchase price was allocated based on estimated fair values of the assets acquired and the liabilities
assumed at the date of acquisition, pending the completion of an independent appraisal and other
evaluations, which are currently expected to be completed by the end of the year. As of September 30,
2004, the preliminary purchase price allocation was as follows (in millions):

Current assets .................................................................. $ 321.0
Property, plant and equipment ........................................ 479.0
Current liabilities ............................................................ (151.4)
Capital lease obligation, less current portion .................. (3.2)
Other long-term liabilities............................................... (3.6)
Total purchase price ................................................. 641.8
Less cash acquired .......................................................... (93.4)
Purchase price, excluding cash acquired .................. $ 548.4

8


St. Charles Acquisition
On July 1, 2003, Valero completed the acquisition of the St. Charles Refinery (St. Charles Acquisition)
from Orion Refining Corporation (Orion). Total consideration for the purchase, including various
transaction costs incurred and the release of certain escrowed amounts discussed below, was
$529.0 million and included the issuance of 10 million shares of mandatory convertible preferred stock
with a fair value of $22 per share. The purchase agreement required 844,000 shares to be held in escrow
pending the satisfaction of certain conditions. The purchase agreement also provided for the assumption
of certain environmental and regulatory obligations as well as for potential earn-out payments up to an
aggregate of $175 million as discussed in Note 15 under “Contingent Earn-Out Agreements.” As of
December 31, 2003, the escrowed shares had been converted to cash, which was held in escrow and
reflected in “restricted cash” in the consolidated balance sheet. Through September 30, 2004, Valero has
released a total of $17.3 million of the escrowed cash as prescribed by the purchase agreement.

In accordance with FASB Statement No. 141, “Business Combinations,” the total potential earn-out
payments of $175 million discussed above were recognized in “property, plant and equipment” (with
$50 million recorded as a current liability in “accrued expenses” and $125 million recorded in “other
long-term liabilities”) as part of the purchase price allocation since the net fair value of the assets acquired
and liabilities assumed exceeded the cost of the acquisition by an amount greater than the potential earn-
out amount. During the second quarter of 2004, an independent appraisal was completed and the
resulting final purchase price allocation for the St. Charles Acquisition is summarized below (in millions).
The amounts reflected include the accrual of the potential earn-out payments.

Inventories ...................................................................... $ 154.8
Property, plant and equipment ........................................ 574.0
Accrued expenses ........................................................... (50.5)
Other long-term liabilities............................................... (149.3)
Total purchase price ................................................. $ 529.0

Unaudited Pro Forma Financial Information
The consolidated statements of income include the results of operations of the St. Charles Acquisition and
the Aruba Acquisition commencing on July 1, 2003 and March 5, 2004, respectively. As a result,
information for the three months ended September 30, 2004 presented below represents actual results of
operations. The following unaudited pro forma financial information assumes that the Aruba Acquisition
occurred on January 1, 2004 and 2003 and the St. Charles Acquisition occurred on January 1, 2003. This
pro forma information assumes:
• 15.6 million shares of common stock were sold and approximately $36 million of debt was
incurred in connection with the Aruba Acquisition on January 1, 2004 and 2003, and
• 10 million shares of mandatory convertible preferred stock were issued in connection with the
St. Charles Acquisition on January 1, 2003.

9


The unaudited pro forma financial information is not necessarily indicative of the results of future
operations (in millions, except per share amounts):

2004 2003 2004 2003
Operating revenues................................................. $ 14,339.3 $ 10,235.1 $ 39,699.8 $ 30,899.7
Operating income .................................................... 699.5 296.8 2,154.8 762.7
Net income .............................................................. 434.5 133.1 1,298.5 293.9
Earnings per common share .................................... 1.69 0.53 5.01 1.19
Earnings per common share – assuming dilution.... 1.57 0.49 4.67 1.12

4. INVENTORIES

Inventories consisted of the following (in millions):

2004 2003
Refinery feedstocks......................................................... $ 1,136.7 $ 738.2
Refined products and blendstocks .................................. 1,358.2 954.2
Convenience store merchandise...................................... 83.3 82.3
Materials and supplies..................................................... 158.8 138.4
Inventories ................................................................ $ 2,737.0 $ 1,913.1

As of September 30, 2004 and December 31, 2003, the replacement cost of LIFO inventories exceeded
their LIFO carrying values by approximately $1.9 billion and $666 million, respectively.

5. INVESTMENT IN AND TRANSACTIONS WITH VALERO L.P.

As of September 30, 2004 and December 31, 2003, Valero owned approximately 45.6% and 45.7%,
respectively, of Valero L.P., a limited partnership that owns and operates crude oil and refined product
pipeline, terminalling and storage tank assets. Financial information reported by Valero L.P. is
summarized below (in millions):

2004 2003 2004 2003
Revenues.......................................................... $ 58.1 $ 51.7 $ 166.1 $ 131.1
Operating income............................................. 24.5 23.5 73.6 59.8
Net income ....................................................... 19.4 19.7 59.1 50.2

Valero provides Valero L.P. with legal, accounting, treasury, engineering, information technology and
other services for an annual fee (Administrative Fee), which was originally established at $5.2 million.
On March 11, 2004, an amendment to the Administrative Fee was approved. Under the amendment,
which became effective on April 1, 2004, the new Administrative Fee is equal to the actual cost of
Valero’s corporate employees dedicated to Valero L.P. matters plus an annual fee of $1.2 million. The
annual fee of $1.2 million will be increased by $1.2 million per year over the next four years. The annual

10


fee may also be adjusted to account for changed service levels due to Valero L.P.’s acquisition, sale or
construction of assets. The Administrative Fee is reflected by Valero as a reduction of general and
administrative expenses. For the three and nine months ended September 30, 2004, the Administrative
Fee charged to Valero L.P. was $2.9 million and $6.8 million, respectively. In addition, Valero L.P.
amended its partnership agreement effective March 11, 2004 to cap the general partner’s distribution,
including incentive distributions, at 25% for all distributions in excess of $0.66 per unit per quarter.
Valero L.P. also amended its partnership agreement to reduce the minimum vote required to remove the
general partner from 58% to a simple majority of Valero L.P.’s outstanding common and subordinated
units, excluding the units held by affiliates of Valero.

As of September 30, 2004 and December 31, 2003, Valero’s “receivables, net” included $3.8 million and
$9.8 million, respectively, from Valero L.P., representing amounts due for employee costs, insurance
costs, operating expenses, administrative costs and rentals. As of September 30, 2004 and December 31,
2003, Valero’s “accounts payable” included $18.6 million and $15.8 million, respectively, to Valero L.P.,
representing amounts due for pipeline tariffs, terminalling fees and tank rentals and fees. The following
table summarizes the results of transactions with Valero L.P.:

2004 2003 2004 2003
Expenses charged by Valero
to Valero L.P................................................. $ 11.9 $ 8.5 $ 31.3 $ 21.7
Fees and expenses charged to
Valero by Valero L.P. ................................... 57.3 50.7 163.5 129.5

See Note 16 for a discussion of a proposed merger of Valero L.P. with Kaneb Services LLC and Kaneb
Pipe Line Partners, L.P.

6. LONG-TERM DEBT

On March 22, 2004, Valero issued $200 million of 3.50% Senior Notes due April 1, 2009 and
$200 million of 4.75% Senior Notes due April 1, 2014 under its shelf registration statement (together, the
Notes). Interest is payable on the Notes on April 1 and October 1 of each year beginning October 1,
2004. The Notes are unsecured and are redeemable, in whole or in part, at Valero’s option. The net
proceeds from this offering were used to repay borrowings under Valero’s revolving bank credit facilities.

On March 25, 2004, Valero entered into additional interest rate swap contracts with a total notional
amount of $200 million to hedge against changes in interest rates. These interest rate swap contracts have
the effect of converting the $200 million of 4.75% Senior Notes from fixed rate to floating rate debt.

On March 29, 2004, Valero borrowed $200 million under a five-year term loan, which matures March 31,
2009. The loan bears interest based on Valero’s debt rating, currently at LIBOR plus 75 basis points.
Principal payments begin March 2007 with a $50.0 million principal payment due at that time and semi-
annual payments of $37.5 million due thereafter until maturity. Valero used the net proceeds from this
borrowing to repay borrowings under its revolving bank credit facilities.

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7. OTHER LONG-TERM LIABILITIES

Changes in other long-term liabilities resulted primarily from the following:
• the accrual of the $125 million long-term portion of the total potential earn-out payments related
to the St. Charles Acquisition (as discussed in Note 3),
• the liquidation in February 2004 of the outstanding amount of certain foreign currency exchange
contracts resulting in a net cash payment by Valero of approximately $34 million, and
• a decrease of $25 million representing a portion of contributions made to Valero’s qualified
pension plans during the nine months ended September 30, 2004.

8. STOCKHOLDERS’ EQUITY

Common Stock Offering
On February 5, 2004, Valero sold in a public offering 15.6 million shares of its common stock, which
included 2.0 million shares related to an overallotment option exercised by the underwriter, at a price of
$26.63 per share and received proceeds, net of underwriter’s discount, commissions and other issuance
costs, of $405.8 million. These shares were issued under Valero’s shelf registration statement to partially
fund the acquisition of the Aruba Refinery and related operations discussed in Note 3.

Common Stock Purchases
Valero purchases shares of its common stock in open market transactions to meet its obligations under its
employee benefit plans. Valero also purchases shares of its common stock from its employees and non-
employee directors in connection with the exercise of stock options, the vesting of restricted stock and
other stock compensation transactions. During the nine months ended September 30, 2004 and 2003,
Valero purchased 8.0 million and 1.3 million shares of its common stock at a cost of $245.2 million and
$24.2 million, respectively.

Common Stock Split
On July 15, 2004, Valero’s Board of Directors approved a two-for-one split of Valero’s common stock, to
be effected in the form of a stock dividend, subject to shareholder approval of an amendment to Valero’s
certificate of incorporation to increase the number of authorized common shares from 300 million to
600 million. On September 13, 2004, Valero’s shareholders approved that amendment. The distribution
of the stock dividend occurred on October 7, 2004 to stockholders of record on September 23, 2004.

In connection with the common stock split, the number of shares of common stock issuable upon
conversion of the mandatory convertible preferred stock, the exercise of outstanding stock options
and the vesting of other stock awards, as well as the number of shares of common stock reserved
for issuance under Valero’s various employee benefit plans, were proportionately increased in
accordance with the terms of those respective agreements and plans.

Cash Dividends
On October 21, 2004, Valero’s Board of Directors declared a regular quarterly cash dividend of $0.08 per
common share payable December 15, 2004 to holders of record at the close of business on November 10,
2004. Also on October 21, 2004, Valero’s Board of Directors declared a dividend on the mandatory
convertible preferred stock of $0.125 per share payable on December 31, 2004 to holders of record on
December 30, 2004.

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9. EARNINGS PER COMMON SHARE

Earnings per common share amounts were computed as follows (dollars and shares in millions, except
per share amounts):

2004 2003 2004 2003
Earnings per Common Share:
Net income .............................................................. $ 434.5 $ 191.1 $ 1,315.3 $ 489.9
Preferred stock dividends..................................... 3.2 1.3 9.4 1.3
Net income applicable to common stock................. $ 431.3 $ 189.8 $ 1,305.9 $ 488.6

Weighted-average common shares outstanding ...... 255.7 233.8 254.7 226.0

Earnings per common share .................................... $ 1.69 $ 0.81 $ 5.13 $ 2.16

Earnings per Common Share – Assuming Dilution:
Net income applicable to
common equivalent shares ................................... $ 434.5 $ 191.1 $ 1,315.3 $ 489.9

Weighted-average common shares outstanding ...... 255.7 233.8 254.7 226.0
Effect of dilutive securities:
Stock options........................................................ 7.8 5.2 7.9 5.5
Performance awards and other benefit plans........ 2.9 2.7 2.9 2.7
PEPS Units ........................................................... - 0.3 - 0.4
Mandatory convertible preferred stock ................ 9.9 13.2 9.9 4.4
Weighted-average common equivalent
shares outstanding ................................................ 276.3 255.2 275.4 239.0

Earnings per common share – assuming dilution.... $ 1.57 $ 0.75 $ 4.78 $ 2.05

The following table reflects outstanding stock options that were not included in the computation of
dilutive securities because the options’ exercise prices were greater than the average market price of the
common shares during the reporting period, and therefore the effect of including such options would be
anti-dilutive (in millions):

2004 2003 2004 2003
Stock options .............................................................. - 0.9 - 0.9

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10. STATEMENTS OF CASH FLOWS

In order to determine net cash provided by operating activities, net income is adjusted by, among other
things, changes in current assets and current liabilities as follows (in millions):

2004 2003
Decrease (increase) in current assets:
Restricted cash.............................................................. $ 18.9 $ 4.8
Receivables, net ............................................................ (742.2) 398.2
Inventories .................................................................... (647.4) (463.9)
Prepaid expenses and other........................................... (7.3) (12.8)
Increase (decrease) in current liabilities:
Accounts payable.......................................................... 937.0 263.1
Accrued expenses ......................................................... 198.1 60.9
Taxes other than income taxes...................................... (21.3) (83.0)
Income taxes payable.................................................... 123.0 25.5
Changes in current assets and current liabilities .............. $ (141.2) $ 192.8

The above changes in current assets and current liabilities differ from changes between amounts reflected
in the applicable consolidated balance sheets for the respective periods for the following reasons:
• the amounts shown above exclude changes in cash and temporary cash investments, deferred
income taxes, short-term debt, and current portion of long-term debt and capital lease obligations;
• the amounts shown above exclude the current assets and current liabilities acquired in connection
with the Aruba Acquisition in 2004 and the St. Charles Acquisition in 2003, which are reflected
separately in the consolidated statement of cash flows, and the effect of certain noncash investing
activities discussed below; and
• certain differences between consolidated balance sheet changes and consolidated statement of
cash flow changes reflected above result from translating foreign currency denominated amounts
at different exchange rates.

Noncash investing activities for the nine months ended September 30, 2004 included various adjustments
to property, plant and equipment and certain current and other noncurrent assets and liabilities resulting
from adjustments to the purchase price allocations related to the Aruba and St. Charles Acquisitions
discussed in Note 3 (including recognition of the $175 million of potential earn-out payments related to
the St. Charles Acquisition).

Noncash investing and financing activities for the nine months ended September 30, 2003 included:
• the issuance of 9.1 million shares of common stock in exchange for the settlement of 6.36 million
PEPS unit purchase contracts under the remarketing election;
• the issuance of 2% mandatory convertible preferred stock with a fair value of $220 million as
partial consideration for the acquisition of the St. Charles Refinery from Orion;
• the recognition of a $30.0 million asset retirement obligation and associated asset retirement cost
in accordance with FASB Statement No. 143, “Accounting for Asset Retirement Obligations”;

14


• the accrual of an earn-out contingency amount of $15.6 million payable to Exxon Mobil
Corporation in October 2003 in connection with Valero's acquisition of the Paulsboro Refinery;
and
• adjustments to property, plant and equipment, goodwill, and certain current and noncurrent assets
and liabilities associated with the change to cease consolidation of Valero L.P. and use the equity
method to account for Valero's investment in Valero L.P. effective March 18, 2003.

Cash flows related to interest and income taxes were as follows (in millions):

2004 2003
Interest paid (net of amount capitalized)......................... $ 141.1 $ 159.6
Income taxes paid ........................................................... 239.8 84.8
Income tax refunds received ........................................... 8.0 42.1

11. PRICE RISK MANAGEMENT ACTIVITIES

The net gain (loss) recognized in income representing the amount of hedge ineffectiveness was as follows
(in millions):

2004 2003 2004 2003
Fair value hedges ........................................... $ (0.6) $ (1.1) $ 3.2 $ (2.7)
Cash flow hedges ........................................... (1.1) 0.5 (8.6) 4.5

The above amounts were included in “cost of sales” in the consolidated statements of income. No
component of the derivative instruments’ gains or losses was excluded from the assessment of hedge
effectiveness. No amounts were recognized in income for hedged firm commitments that no longer
qualify as fair value hedges.

During the nine months ended September 30, 2004, Valero recognized in “accumulated other
comprehensive income” unrealized after-tax losses of $150.8 million on certain cash flow hedges,
primarily related to forward sales of distillates, with $131.0 million of cumulative after-tax losses on cash
flow hedges remaining in “accumulated other comprehensive income” as of September 30, 2004. Valero
expects that $112.3 million of this amount will be reclassified into income over the next 12 months as a
result of hedged transactions that are forecasted to occur over that period. The amount ultimately realized
in income will differ as commodity prices change. As of September 30, 2004, the maximum length of
time over which Valero was hedging its exposure to the variability in future cash flows for forecasted
transactions was 15 months. For the nine months ended September 30, 2004 and 2003, there were no
amounts reclassified from “accumulated other comprehensive income” into income as a result of the
discontinuance of cash flow hedge accounting.

15


12. SEGMENT INFORMATION

Segment information for Valero’s two reportable segments, refining and retail, was as follows
(in millions):

Refining Retail Corporate Total
Three months ended September 30, 2004:
Operating revenues from external customers... $ 12,716.1 $ 1,623.2 $ - $ 14,339.3
Intersegment revenues ..................................... 971.6 - - 971.6
Operating income (loss) ................................... 760.5 36.6 (97.6) 699.5

Three months ended September 30, 2003:
Operating revenues from external customers... 8,457.0 1,465.3 - 9,922.3
Intersegment revenues ..................................... 758.2 - - 758.2
Operating income (loss) ................................... 393.4 47.3 (83.3) 357.4

Nine months ended September 30, 2004:
Intersegment revenues ..................................... 2,747.7 - - 2,747.7
Operating income (loss) ................................... 2,340.9 122.6 (293.2) 2,170.3

Nine months ended September 30, 2003:
Intersegment revenues ..................................... 2,241.8 - - 2,241.8
Operating income (loss) ................................... 1,063.3 168.5 (241.9) 989.9

Total assets by reportable segment were as follows (in millions):

2004 2003
Refining ......................................................................... $ 16,289.5 $ 13,013.1
Retail.............................................................................. 1,646.6 1,548.2
Corporate ....................................................................... 1,501.4 1,102.9
Total consolidated assets ............................................ $ 19,437.5 $ 15,664.2

The entire balance of goodwill as of September 30, 2004 and December 31, 2003 has been included in the
total assets of the refining reportable segment.

13. STOCK-BASED COMPENSATION

Valero accounts for its employee stock compensation plans using the intrinsic value method of accounting
set forth in APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations
as permitted by Statement No. 123, “Accounting for Stock-Based Compensation.”

Because Valero accounts for its employee stock compensation plans using the intrinsic value method,
compensation cost is not recognized in the consolidated statements of income for Valero’s fixed stock
option plans as all options granted had an exercise price equal to the market value of the underlying

16


common stock on the date of grant. Had compensation cost for Valero’s fixed stock option plans been
determined based on the grant-date fair value of awards consistent with the method set forth in Statement
No. 123, Valero’s net income applicable to common stock, net income and earnings per common share,
both with and without dilution, for the three and nine months ended September 30, 2004 and 2003 would
have been reduced to the pro forma amounts indicated below (in millions, except per share amounts):

2004 2003 2004 2003
Net income applicable to common stock,
as reported.............................................................. $ 431.3 $ 189.8 $ 1,305.9 $ 488.6
Deduct: Compensation expense on stock
options determined under fair value method
for all awards, net of related tax effects ................. (3.1) (3.7) (11.7) (12.5)
Pro forma net income applicable to
common stock ........................................................ $ 428.2 $ 186.1 $ 1,294.2 $ 476.1

Earnings per common share:
As reported............................................................. $ 1.69 $ 0.81 $ 5.13 $ 2.16
Pro forma ............................................................... $ 1.67 $ 0.80 $ 5.08 $ 2.11

Net income, as reported ............................................ $ 434.5 $ 191.1 $ 1,315.3 $ 489.9
Deduct: Compensation expense on stock
options determined under fair value method
for all awards, net of related tax effects ................. (3.1) (3.7) (11.7) (12.5)
Pro forma net income................................................ $ 431.4 $ 187.4 $ 1,303.6 $ 477.4

Earnings per common share – assuming dilution:
As reported............................................................. $ 1.57 $ 0.75 $ 4.78 $ 2.05
Pro forma ............................................................... $ 1.56 $ 0.73 $ 4.73 $ 2.00

17


14. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost related to Valero’s defined benefit plans were as follows for
the three and nine months ended September 30, 2004 and 2003 (in millions):

Other Postretirement
Pension Plans Benefit Plans
2004 2003 2004 2003
Three months ended September 30:
Components of net periodic benefit cost:
Service cost ............................................ $ 13.8 $ 12.6 $ 1.9 $ 3.0
Interest cost ............................................ 12.2 11.3 4.0 4.8
Expected return on plan assets ............... (10.3) (9.3) - -
Amortization of:
Transition obligation (asset) .............. (0.1) (0.1) - -
Prior service cost ............................... 0.6 0.7 (1.8) 0.4
Net loss .............................................. 1.2 0.9 1.8 1.1
Other....................................................... - 1.4 - -
Net periodic benefit cost ............................. $ 17.4 $ 17.5 $ 5.9 $ 9.3

Nine months ended September 30:
Components of net periodic benefit cost:
Service cost ............................................ $ 41.4 $ 36.0 $ 5.6 $ 8.6
Interest cost ............................................ 36.5 34.0 11.9 14.2
Expected return on plan assets ............... (31.1) (28.1) - -
Amortization of:
Transition obligation (asset) .............. (0.1) (0.1) - -
Prior service cost ............................... 1.9 2.0 (5.3) 1.2
Net loss .............................................. 3.5 2.7 5.4 3.4
Other....................................................... - 1.4 - -
Net periodic benefit cost ............................. $ 52.1 $ 47.9 $ 17.6 $ 27.4

Valero’s anticipated contributions to its pension plans during 2004 have not changed significantly from
amounts previously disclosed in Valero’s consolidated financial statements for the year ended
December 31, 2003. Valero has no minimum required contributions to its pension plans during 2004
under the Employee Retirement Income Security Act. For the nine months ended September 30, 2004
and 2003, Valero contributed approximately $73 million and $121 million, respectively, to its qualified
pension plans.

15. COMMITMENTS AND CONTINGENCIES

Accounts Receivable Sales Facility
As of September 30, 2004, Valero had an accounts receivable sales facility with three third-party financial
institutions to sell on a revolving basis up to $600 million of eligible trade and credit card receivables,
which matures in October 2005. As of September 30, 2004 and December 31, 2003, the amount of
eligible receivables sold to the third-party financial institutions was $600 million.

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Structured Lease Arrangements
As of December 31, 2003, Valero had various long-term operating lease commitments that were funded
through structured lease arrangements with non-consolidated third-party entities. For each lease, Valero
had the option to purchase the leased assets at any time during the lease term for a price that
approximated fair value. In March 2004, Valero exercised its option to purchase the leased properties
under each of its four remaining structured lease arrangements. The leased properties, which totaled
$567.1 million, were purchased through borrowings under Valero’s existing bank credit facilities.

Guarantees
In connection with the sale of the Golden Eagle Business in 2002, Valero guaranteed certain lease
payment obligations related to a lease assumed by Tesoro Refining and Marketing Company, which
totaled approximately $34 million as of September 30, 2004. This lease expires in 2010.

Contingent Earn-Out Agreements
In connection with Valero’s acquisitions of Basis Petroleum, Inc. in 1997 and the St. Charles Refinery in
2003, the sellers are entitled to receive payments in any of the ten years and seven years, respectively,
following these acquisitions if certain average refining margins during any of those years exceed a
specified level. In the second quarter of 2004 and 2003, Valero made earn-out contingency payments of
$35.0 million each year to Salomon Inc in connection with Valero’s acquisition of Basis Petroleum, Inc.,
which were recorded as increases to “goodwill.” Any future earn-out contingency payments related to the
acquisition of Basis Petroleum, Inc., if and when earned, would also be recorded as increases to
“goodwill.” As discussed in Note 3, the total potential earn-out contingency payments related to the
St. Charles Acquisition have been accrued as part of the final purchase price allocation. The following
table summarizes the aggregate payments made and payment limitations for these acquisitions (in
millions):

Basis St. Charles
Petroleum, Inc. Refinery
Aggregate payments made through September 30, 2004 .... $ 139.2 $ -
Annual maximum limit ........................................................ 35.0 50.0
Aggregate limit .................................................................... 200.0 175.0

Sale of Headquarters Facility
On June 30, 2004, Valero completed the sale of both of its prior headquarters buildings for $27.3 million.
Since the carrying value of these buildings had been written down to an amount based on this selling price
in the fourth quarter of 2003, the disposition of the buildings resulted in no significant gain or loss in
2004.

Environmental Matters
The Environmental Protection Agency’s (EPA) Tier II Gasoline and Diesel Standards. The EPA’s Tier II
standards, adopted under the Clean Air Act, phase in limitations on the sulfur content of gasoline
beginning in 2004 and the sulfur content of diesel fuel sold to highway consumers beginning in 2006.
Modifications will be made at most of Valero’s refineries to comply with the Tier II gasoline and diesel
standards. Valero believes that capital expenditures of approximately $1.8 billion will be required
through 2008 for Valero to meet the Tier II specifications, of which approximately $697 million was
expended through September 30, 2004. The aggregate estimate of expenditures includes amounts related
to projects at three Valero refineries to provide hydrogen as part of the process of removing sulfur from

19


gasoline and diesel. Valero expects that such estimates will change as additional engineering is
completed and progress is made toward construction of these various projects. Factors that will affect the
impact of these regulations on Valero include its ultimate selection of specific technologies to meet the
Tier II standards and uncertainties related to timing, permitting and construction of specific units.

EPA’s Section 114 Initiative. In 2000, the EPA issued to a majority of refiners operating in the United
States a series of information requests pursuant to Section 114 of the Clean Air Act as part of an
enforcement initiative. Valero received a Section 114 information request pertaining to all of its
refineries owned at that time. Valero completed its response to the request, and it has not been named in
any enforcement proceeding by the EPA. Several other refiners, however, have either reached global
settlements with the EPA regarding this enforcement initiative or have been subject to enforcement
proceedings by the EPA. Valero believes that it will be able to reach a settlement with the EPA in the
fourth quarter of 2004 applicable to all of its U.S. refineries. Valero expects to incur penalties and related
expenses in connection with a potential settlement, but Valero believes that any settlement penalties will
be immaterial to its results of operations and financial position. In addition, Valero expects that a
settlement of this matter will require significant capital improvements or changes in operating parameters,
or both, at most of Valero’s refineries. However, Valero expects that most of the required capital
improvements or changes in operating parameters will be consistent with many of Valero’s existing or
forecasted strategic capital projects or emission reduction projects already planned for the next several
years.

Houston/Galveston SIP. Valero’s Houston and Texas City Refineries are located in the
Houston/Galveston area, which is classified as quot;severe nonattainmentquot; for compliance with the EPA’s
one-hour air-quality standard for ozone. In October 2001, the EPA approved a State Implementation Plan
(SIP) to bring the Houston/Galveston area into compliance with the one-hour ozone standard by 2007.
The EPA-approved plan was based on a requirement for industry sources to reduce emissions of nitrogen
oxides (NOx) by 90% from a 1997-1999 average actual emissions baseline. Certain industry and
business groups challenged the plan based on technical feasibility of the 90% NOx control and its
effectiveness in meeting the ozone standard. In December 2002, the Texas Commission on
Environmental Quality (TCEQ) adopted a revised approach for the Houston/Galveston SIP. This
alternative plan requires an 80% reduction in NOx emissions and a 64% reduction in so-called highly
reactive volatile organic compounds (HRVOC). This alternative plan is subject to EPA scrutiny and
approval. Valero will be required to install NOx and HRVOC control and monitoring equipment and
implement certain operating practices by 2007 at its Houston and Texas City Refineries at a cost
estimated by Valero to be approximately $68 million based on the proposed TCEQ approach.

Litigation
Unocal
In 2002, Union Oil Company of California (Unocal) sued Valero alleging patent infringement. The
complaint seeks a 5.75 cent per gallon royalty on all reformulated gasoline infringing on Unocal’s '393
and '126 patents. These patents cover certain compositions of cleaner-burning gasoline. The complaint
seeks treble damages for Valero’s alleged willful infringement of Unocal’s patents and Valero’s alleged
conduct to induce others to infringe the patents. In a previous lawsuit involving its '393 patent, Unocal
prevailed against five other major refiners.

20


In 2001, the Federal Trade Commission (FTC) began an antitrust investigation concerning Unocal’s
misconduct with a joint industry research group and regulators during the time that Unocal was
prosecuting its patents at the U.S. Patent and Trademark Office (PTO). In 2003, the FTC filed a
complaint against Unocal for antitrust violations. The FTC’s complaint seeks an injunction against future
'393 or '126 patent enforcement activity by Unocal against any person or entity with respect to gasoline to
be sold in California. The trial for the FTC’s antitrust charges against Unocal began before an
administrative law judge on October 19, 2004.

The '393 and '126 patents are being reexamined by the PTO. The PTO has issued notices of rejection of
all claims of each of these patents. These rejections are subject to additional proceedings, including
administrative appeal by Unocal, followed by an appeal in federal district court or the court of appeals.
Ultimate invalidation would preclude Unocal from pursuing claims based on the '393 or '126 patents.

Unocal’s patent lawsuit against Valero is indefinitely stayed as a result of the PTO reexamination
proceedings. Notwithstanding the judgment against the other refiners in the previous litigation, Valero
believes that it has several strong defenses to Unocal’s lawsuit, including those arising from Unocal’s
misconduct, and Valero believes it will prevail in the lawsuit. However, due to the inherent uncertainty of
litigation, it is reasonably possible that Valero will not prevail in the lawsuit, and an adverse result could
have a material effect on Valero’s results of operations and financial position.

MTBE Litigation
Valero is a defendant in approximately 60 cases pending in 16 states alleging MTBE contamination in
groundwater. The plaintiffs are generally water providers, governmental authorities and private well
owners alleging that refiners and suppliers of gasoline containing MTBE are liable for manufacturing or
distributing a defective product. Most of these cases were filed on or after September 30, 2003 in
anticipation of a pending federal energy bill that was expected to contain provisions for MTBE liability
protection. Valero is named in these suits together with many other refining industry companies. Valero
is being sued primarily as a refiner, supplier and marketer of gasoline containing MTBE. Valero does not
own or operate physical facilities in most of the states where the suits are filed. The suits generally seek
individual, unquantified compensatory and punitive damages and attorneys’ fees. Valero believes that it
has several strong defenses to these claims and intends to vigorously defend the lawsuits. Valero believes
that an adverse result in any one of these suits would not have a material effect on its results of operations
or financial position. However, Valero believes that an adverse result in all or a substantial number of
these cases could have a material effect on Valero’s results of operations and financial position.

Other Litigation
Valero is also a party to additional claims and legal proceedings arising in the ordinary course of business.
Valero believes it is unlikely that the final outcome of any of the claims or proceedings to which it is a
party would have a material adverse effect on its financial position, results of operations or liquidity;
however, due to the inherent uncertainty of litigation, the range of possible loss, if any, cannot be
estimated with a reasonable degree of precision and there can be no assurance that the resolution of any
particular claim or proceeding would not have an adverse effect on Valero’s results of operations,
financial position or liquidity.

21


16. SUBSEQUENT EVENT

On November 1, 2004, Valero L.P. announced a proposed merger with Kaneb Services LLC (Kaneb
Services) and Kaneb Pipe Line Partners, L.P. (Kaneb Partners). The transaction is valued at
approximately $2.8 billion. The boards of directors of the respective entities have approved the terms of
the proposed transaction. Completion of the merger is subject to the approval of the unitholders of Valero
L.P. and Kaneb Partners and the shareholders of Kaneb Services as well as customary regulatory
approvals.

Under the terms of the merger, Valero L.P. will acquire all of the equity securities of Kaneb Services for
$525 million in cash. In addition, the unitholders of Kaneb Partners will exchange their common units for
a number of newly issued Valero L.P. common units based on an exchange ratio measured over a period
prior to closing.

Valero expects to contribute approximately $28 million to Valero L.P. to maintain Valero’s 2% general
partner interest in Valero L.P., and Valero’s ownership interest in Valero L.P. is anticipated to be reduced
to approximately 23% as a result of the merger. Valero L.P. furnished a copy of its press release together
with additional investor information for the proposed transaction in its Current Report on Form 8-K dated
November 1, 2004.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Form 10-Q, including without limitation the discussion below under the heading “Results of
Operations - Outlook,” contains certain estimates, predictions, projections, assumptions and other
“forward-looking statements” (as defined in Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934) that involve various risks and uncertainties. While these forward-
looking statements, and any assumptions upon which they are based, are made in good faith and reflect
Valero’s current judgment regarding the direction of its business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other future
performance suggested in this report. These forward-looking statements can generally be identified by
the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “budget,” “forecast,”
“will,” “could,” “should,” “may” and similar expressions. These forward-looking statements include,
among other things, statements regarding:

• future refining margins, including gasoline and distillate margins;
• future retail margins, including gasoline, diesel, home heating oil and convenience store
merchandise margins;
• expectations regarding feedstock costs, including crude oil discounts, and operating expenses;
• anticipated levels of crude oil and refined product inventories;
• Valero’s anticipated level of capital investments, including deferred refinery turnaround and
catalyst costs and capital expenditures for environmental and other purposes, and the effect of
those capital investments on Valero’s results of operations;
• anticipated trends in the supply of and demand for crude oil and other feedstocks and refined
products in the United States, Canada and elsewhere;
• expectations regarding environmental and other regulatory initiatives; and
• the effect of general economic and other conditions on refining and retail industry fundamentals.

Valero’s forward-looking statements are based on its beliefs and assumptions derived from information
available at the time the statements are made. Differences between actual results and any future
performance suggested in these forward-looking statements could result from a variety of factors,
including the following:

• acts of terrorism aimed at either Valero’s facilities or other facilities that could impair Valero’s
ability to produce and/or transport refined products or receive feedstocks;
• political conditions in crude oil producing regions, including the Middle East and South America;
• the domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home
heating oil and petrochemicals;
• the domestic and foreign supplies of crude oil and other feedstocks;
• the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree
on and to maintain crude oil price and production controls;
• the level of consumer demand, including seasonal fluctuations;
• refinery overcapacity or undercapacity;
• the actions taken by competitors, including both pricing and the expansion and retirement of
refining capacity in response to market conditions;
• environmental and other regulations at both the state and federal levels and in foreign countries;
• the level of foreign imports of refined products;
• accidents or other unscheduled shutdowns affecting Valero’s refineries, machinery, pipelines or
equipment, or those of Valero’s suppliers or customers;

23

• changes in the cost or availability of transportation for feedstocks and refined products;
• the price, availability and acceptance of alternative fuels and alternative-fuel vehicles;
• cancellation of or failure to implement planned capital projects and realize the various
assumptions and benefits projected for such projects or cost overruns in constructing such
planned capital projects;
• earthquakes, hurricanes, tornadoes and irregular weather, which can unforeseeably affect the
price or availability of natural gas, crude oil and other feedstocks and refined products;
• rulings, judgments or settlements in litigation or other legal or regulatory matters, including
unexpected environmental remediation costs in excess of any reserves or insurance coverage;
• the introduction or enactment of federal or state legislation which may adversely affect Valero’s
business or operations;
• changes in the credit ratings assigned to Valero’s debt securities and trade credit;
• changes in the value of the Canadian dollar relative to the U.S. dollar; and
• overall economic conditions.

Any one of these factors, or a combination of these factors, could materially affect Valero’s future results
of operations and whether any forward-looking statements ultimately prove to be accurate. Valero’s
forward-looking statements are not guarantees of future performance, and actual results and future
performance may differ materially from those suggested in any forward-looking statements. Valero does
not intend to update these statements unless it is required by the securities laws to do so.

All subsequent written and oral forward-looking statements attributable to Valero or persons acting on its
behalf are expressly qualified in their entirety by the foregoing. Valero undertakes no obligation to
publicly release the results of any revisions to any such forward-looking statements that may be made to
reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated
events.

24

Overview
As of September 30, 2004, Valero, an independent refining and marketing company, owned and operated
15 refineries in the United States, Canada and Aruba with a combined throughput capacity, including
crude oil and other feedstocks, of approximately 2.4 million barrels per day.

Valero markets refined products through an extensive bulk and rack marketing network and a network of
more than 4,500 retail and wholesale branded outlets in the United States, Canada and Aruba under
various brand names including Diamond Shamrock, Shamrock, Ultramar, Valero, and Beacon.
Valero’s operations are affected by:
• company-specific factors, primarily refinery utilization rates and refinery maintenance
turnarounds;
• seasonal factors, such as the demand for refined products; and
• industry factors, such as movements in and the absolute price of crude oil, the demand for and
prices of refined products, industry supply capacity and competitor refinery maintenance
turnarounds.

Valero’s profitability is determined in large part by the spread between the price of refined products and
the price of crude oil, referred to as the refined product margin. Additionally, since a significant
percentage of Valero’s total throughput represents sour crude oil feedstocks, Valero’s profitability is also
affected by the spread between sweet crude oil and sour crude oil prices, referred to as the sour crude oil
discount. The third quarter of 2004 continued to reflect the positive fundamentals experienced in the first
six months of 2004, resulting in refined product margins and sour crude oil discounts which were very
favorable. These positive fundamentals, combined with reliable operations at Valero’s refineries, resulted
in reported earnings for the three months ended September 30, 2004 that were far in excess of the strong
results of operations reported in the third quarter of 2003. Those results, combined with Valero’s strong
results for the first six months of 2004 despite significant turnaround activity at several of its refineries
during the first quarter, resulted in earnings per share of $4.78 reported by Valero for the nine months
ended September 30, 2004, as adjusted to reflect the effect of a two-for-one stock split discussed below.

Operationally, Valero’s refineries had no major turnarounds and no significant unplanned downtime
during the third quarter of 2004, thereby enabling Valero to benefit from the positive industry
fundamentals discussed above. In addition, Valero continued to benefit from the operations of its Aruba
Refinery, which was acquired on March 5, 2004 and has performed well since its acquisition.

On July 15, 2004, Valero’s Board of Directors approved a two-for-one split of Valero’s common stock, to
be effected in the form of a stock dividend. The stock dividend was distributed on October 7, 2004 to
stockholders of record on September 23, 2004. All share and per share data (except par value) in this
Form 10-Q have been adjusted to reflect the effect of the stock split for all periods presented.

As a result of Valero’s recent strong operating results and its expectations of continuing favorable
industry fundamentals, Valero increased the dividend on its common stock from $0.075 per share (after
adjustment for the stock split) to $0.08 per share in the fourth quarter of 2004.

25

RESULTS OF OPERATIONS

Third Quarter 2004 Compared to Third Quarter 2003

Financial Highlights
(millions of dollars, except per share amounts)

Three Months Ended September 30,
2004 (a) 2003 Change
Operating revenues ......................................................... $ 14,339.3 $ 9,922.3 $ 4,417.0

Costs and expenses:
Cost of sales ................................................................. 12,683.4 8,749.9 3,933.5
Refining operating expenses ........................................ 528.8 437.5 91.3
Retail selling expenses ................................................. 176.8 176.0 0.8
General and administrative expenses ........................... 87.1 76.3 10.8
Depreciation and amortization expense:
Refining .................................................................... 139.2 106.7 32.5
Retail......................................................................... 14.0 11.5 2.5
Corporate .................................................................. 10.5 7.0 3.5
Total costs and expenses........................................ 13,639.8 9,564.9 4,074.9

Operating income............................................................ 699.5 357.4 342.1
Equity in earnings of Valero L.P. ................................... 9.6 9.7 (0.1)
Other income (expense), net ........................................... 7.3 (0.3) 7.6
Interest and debt expense:
Incurred ........................................................................ (73.7) (70.2) (3.5)
Capitalized ................................................................... 10.2 7.1 3.1
Distributions on preferred securities of
subsidiary trusts............................................................ - (1.8) 1.8
Income before income tax expense ................................. 652.9 301.9 351.0
Income tax expense......................................................... 218.4 110.8 107.6

Net income ...................................................................... 434.5 191.1 243.4
Preferred stock dividends................................................ 3.2 1.3 1.9

Net income applicable to common stock ........................ $ 431.3 $ 189.8 $ 241.5

Earnings per common share –
assuming dilution ......................................................... $ 1.57 $ 0.75 $ 0.82

Earnings before interest, taxes, depreciation
and amortization (EBITDA) (b)................................... $ 880.1 $ 489.1 $ 391.0

Ratio of EBITDA to interest incurred (c) ....................... 11.9x 7.0x 4.9x

See the footnote references on page 29.

26

Operating Highlights
(millions of dollars, except per barrel and per gallon amounts)

Three Months Ended September 30,
2004 (a) 2003 Change
Refining:
Operating income............................................................ $ 760.5 $ 393.4 $ 367.1
Throughput volumes (thousand barrels per day) (d)....... 2,243 1,911 332
Throughput margin per barrel (e).................................... $ 6.92 $ 5.33 $ 1.59
Operating costs per barrel:
Refining operating expenses........................................ $ 2.56 $ 2.49 $ 0.07
Depreciation and amortization..................................... 0.68 0.61 0.07
Total operating costs per barrel ................................ $ 3.24 $ 3.10 $ 0.14

Charges:
Crude oils:
Sour .......................................................................... 51% 42% 9%
Sweet ........................................................................ 27 35 (8)
Total crude oils...................................................... 78 77 1
Residual fuel oil........................................................... 8 5 3
Other feedstocks and blendstocks................................ 14 18 (4)
Total charges ............................................................ 100% 100% -%

Yields:
Gasolines and blendstocks........................................... 47% 53% (6)%
Distillates ..................................................................... 30 28 2
Petrochemicals............................................................. 3 3 -
Lubes, asphalts and No. 6 oil....................................... 7 4 3
Other products ............................................................. 13 12 1
Total yields ............................................................... 100% 100% -%

Retail – U.S.:
Operating income............................................................ $ 21.4 $ 33.3 $ (11.9)
Company-operated fuel sites (average)........................... 1,103 1,164 (61)
Fuel volumes (gallons per day per site) .......................... 4,787 4,773 14
Fuel margin per gallon .................................................... $ 0.128 $ 0.159 $ (0.031)
Merchandise sales ........................................................... $ 247.8 $ 251.3 $ (3.5)
Merchandise margin (percentage of sales)...................... 27.8% 27.3% 0.5%
Margin on miscellaneous sales ....................................... $ 25.5 $ 22.4 $ 3.1
Retail selling expenses .................................................... $ 127.3 $ 130.5 $ (3.2)

Retail – Northeast:
Operating income............................................................ $ 15.2 $ 14.0 $ 1.2
Fuel volumes (thousand gallons per day) ....................... 3,148 3,132 16
Fuel margin per gallon .................................................... $ 0.190 $ 0.174 $ 0.016
Merchandise sales ........................................................... $ 37.9 $ 33.8 $ 4.1
Merchandise margin (percentage of sales)...................... 23.9% 23.6% 0.3%
Margin on miscellaneous sales ....................................... $ 6.9 $ 4.7 $ 2.2
Retail selling expenses .................................................... $ 49.5 $ 45.5 $ 4.0

See the footnote references on page 29.

27

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